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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FUISZ TECHNOLOGIES LTD.
(Name of Subject Company)
ABCI ACQUISITION SUB. CORPORATION
BIOVAIL CORPORATION INTERNATIONAL
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
359536109
(CUSIP Number of Class of Securities)
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KENNETH C. CANCELLARA, ESQ.
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
2488 DUNWIN DRIVE
MISSISSAUGA, ONTARIO
CANADA, L5L 1J9
(905) 608-8008
COPY TO:
ROGER ANDRUS, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
(Name, Address; and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$46,096,575 $0
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* For purposes of calculating the filing fee only. The filing fee was
calculated, pursuant to Section 13(e)(3) of the Securities Exchange Act of
1934, as amended and Rule 0-11 thereunder, on the basis of 22,030,723 shares
of Common Stock (the number of shares of Common Stock outstanding on the
date hereof, including vested options to acquire Common Stock, but excluding
unvested options to acquire Common Stock and excluding 4,209,829 Common
Stock owned by Biovail Corporation International, multiplied by the proposed
acquisition price U.S. $7.00 per share.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and date of its filing.
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Amount Previously Paid: $9,219.32 Filing ABCI Acquisition Sub. Corporation
Party: and Biovail Corporation
International
Form or Registration Schedule 14D-1 and Schedule 13D/A Date Filed: 7/30/99
No.: Amendment No. 2
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(CONTINUED ON FOLLOWING PAGE(S))
(Page 1 of 4 Pages)
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This Amendment No. 2 to Schedule 14D-1 and Amendment No. 4 to the Schedule
13D/A (the "Schedule 14D-1 and Schedule 13D/A") relate to the offer by ABCI
Acquisition Sub. Corporation, a newly organized Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Biovail Corporation International,
an Ontario, Canada corporation ("Parent"), to purchase for cash up to 6,585,225
of the outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of Fuisz Technologies Ltd., a Delaware corporation (the "Company"),
at a purchase price of $7.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
July 30, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal
(the "Letter of Transmittal", together with the Offer to Purchase, the "Offer").
The Offer is conditioned upon, among other things, there being validly tendered
and not withdrawn prior to the expiration date of the Offer (the "Expiration
Date") at least 4,602,460 Shares (the "Minimum Condition"). This Schedule 14D-1
and 13D/A are being filed on behalf of the Purchaser and Parent.
The purpose of this Amendment No. 2 to the Schedule 14D-1 and Amendment No.
4 to the Schedule 13D is to amend and supplement items 4 and 11 of the Schedule
14D-1 as described below.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) As of 5:00 p.m. New York time, August 18, 1999, Parent had obtained
the consent of a majority of the holders of its 10 7/8% Senior Notes due 2005 to
certain proposed amendments to the indenture governing such notes. The proposed
amendments will permit Parent to acquire the Shares pursuant to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)-(9) Press Release issued by Parent on August 19, 1999.
(Page 2 of 4 Pages)
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Dated: August 19, 1999 BIOVAIL CORPORATION INTERNATIONAL
By: /s/ ROBERT A. PODRUZNY
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Name: Robert A. Podruzny
Title: President and Chief Operating Officer
ABCI ACQUISITION SUB. CORPORATION
By: /s/ ROBERT A. PODRUZNY
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Name: Robert A. Podruzny
Title: President
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(Page 3 of 4 Pages)
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. EXHIBIT NAME NUMBER
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(a)(1)* *** Offer to Purchase.
(a)(2)* *** Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification
Number on Form W-9).
(a)(3)* *** Letter to brokers, dealers, commercial banks, trust companies and nominees.
(a)(4)* *** Letter to be used by brokers, dealers, commercial banks, trust companies and nominees to
their clients.
(a)(5)* *** Notice of Guaranteed Delivery.
(a)(6)* Press Release issued by Parent, dated July 26, 1999.
(a)(7)* *** Press Release issued by Parent, dated July 28, 1999.
(a)(8)* *** Form of newspaper advertisement, dated July 30, 1999.
(a)(9) Press Release issued by Parent, dated August 19, 1999.
(b) Not applicable.
(c)(1)* *** Agreement and Plan of Merger (the "Merger Agreement"), dated July 25, 1999 by and among
Parent, the Purchaser and the Company.
(c)(2)* * Option Agreement, dated as of July 13, 1999, by and between Richard C. Fuisz, M.D. and
Biovail Corporation International.
(c)(3)* * Escrow Agreement, dated as of July 13, 1999, by and between Richard C. Fuisz, M.D., Biovail
Corporation International and U.S. Trust Company, National Association.
(c)(4)* ** Letter of Commitment, dated as of July 23, 1999, between Salisbury Ltd. and Biovail
Corporation International.
(c)(5)* ** Letter of Commitment, dated as of July 23, 1999, between Westbury Ltd. and Biovail
Corporation International.
(c)(6)* ** Letter of Acceptance, dated as of July 25, 1999, between Biovail Corporation International
and Salisbury Ltd.
(c)(7)* ** Letter of Acceptance, dated as of July 25, 1999, between Biovail Corporation International
and Westbury Ltd.
(c)(8)* *** Letter Agreement dated as of July 13, 1999, between Biovail Corporation International and
Richard C. Fuisz, M.D. regarding the Consulting Agreement.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Incorporated by reference from Parent's Report on Form 6-K, dated July 28,
1999.
** Incorporated by reference from the Parent's statement on Schedule 13D,
dated July 23, 1999.
*** Incorporated by reference from the Parent's statement on Schedule 13D/A
(Amendment No. 1), dated July 26, 1999.
**** Filed previously on Schedule 14D-1 and Amendment No. 2 to Schedule 13D on
July 30, 1999.
***** Filed previously on Amendment No. 1 to Schedule 14D-1 and Amendment No. 3
to Schedule 13D on August 3, 1999.
(Page 4 of 4 Pages)
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Exhibit 99(a)(9)
FOR IMMEDIATE RELEASE
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BIOVAIL OBTAINS BONDHOLDER CONSENT FOR ITS
ACQUISITION OF ADDITIONAL FUISZ SHARES
TORONTO, CANADA, August 19, 1999--Biovail Corporation International
(NYSE, TSE: BVF) ("Biovail"). Biovail announced today that as of 5:00 p.m.
yesterday, it had obtained the consent of a majority of the holders of its 10
7/8% Senior Notes due 2005 to certain proposed amendments to the indenture
governing such notes. The proposed amendments will permit Biovail to acquire the
common stock, par value $.01 per share, of Fuisz Technologies Ltd. (Nasdaq:
FUSE) ("Fuisz") pursuant to Biovail's previously announced tender offer.
As previously announced, the $7.00 per share cash tender offer by
Biovail's wholly-owned subsidiary, ABCI Acquisition Sub. Corporation, for up to
6,585,225 outstanding shares of Fuisz will expire at 12:00 midnight, New York
City time, on August 26, 1999, unless extended. The offer is also subject to
other terms and conditions, including provisions permitting Biovail to extend
the offer under certain circumstances, as disclosed in the offer to purchase.
"Safe Harbor" statement under the Private Securities Litigation Reform
Act of 1995.
To the extent any statements made in this release contain information
that is not historical, these statements are essentially forward looking and are
subject to risks and uncertainties, including the difficulty of predicting FDA
approvals, acceptance and demand for new pharmaceutical products, the impact of
competitive products and pricing, new product development and launch, reliance
on key strategic alliances, availability of raw materials, the regulatory
environment, fluctuations in operating results and other risks detailed from
time to time in the company's filings with the Securities and Exchange
Commission.
